Item 5 Fees and Compensation
A. All investors in the Funds are “qualified purchasers,” as defined in Section 2(a)(51) of
the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). ICM
typically receives compensation from each of its clients based both on a percentage of
assets ICM manages and on a percentage of the performance achieved for the client.
The Funds’ governing documents and advisory contracts with investors specify the
asset management fee and the performance-based fee.
ICM’s management fees and performance-based compensation are usually not
negotiable. ICM (either directly or through one of its affiliates which is the general
partner or the investment manager of the Funds) generally does have the discretion to
negotiate the asset-based fee and/or performance-based compensation, but typically
only exercises this discretion in limited circumstances. ICM and its affiliated entities
that serve as general partner or investment manager to the Funds do not pay asset-based
fees or performance-based compensation with respect to their investments.
ICM’s performance-based compensation is typically structured as a profit-sharing
allocation through a general partner interest held by one of its affiliates.
Intercontinental Capital Management, LLC Form ADV: Part 2A Page 4
B. ICM deducts management fees from each investor’s account quarterly in advance. In
addition, ICM or its affiliates may receive performance-based fees or allocations which,
in such event, are debited from investor accounts on an annual basis in arrears and upon
redemptions by investors in the Funds.
C. The Funds generally bear (i) all expenses associated with the organization and ongoing
administration of such private investment funds, including legal and accounting fees,
compliance, printing and mailing expenses and government filing fees, (ii) all expenses
incurred in connection with communications with investors and the ongoing offer and
sale of interests in the Funds, (iii) all third party administration, accounting, tax
preparation, audit, bookkeeping, governmental fees and taxes and legal and compliance
fees and expenses of, or relating to, the Funds, (iv) all expenses incurred for the benefit
of the Funds related to the maintenance and procurement of information technology
and data related services, systems and equipment, valuation services, insurance, and
(v) all direct and incidental expenses relating to research and due diligence of existing
and potential investments (including, without limitation, the use of consultants and
attorneys) and research materials purchased or subscribed for by ICM.
In addition to the fees and expenses mentioned above, investors will incur a pro-rata
portion of the expenses of each Underlying Fund, including the management and
incentive fees, if any, payable to the Underlying Managers and their affiliates.
D. ICM deducts management fees from investor accounts quarterly in advance. Generally,
the management fees are not refundable in the event that the advisory contract is
cancelled prior to the end of a quarter.
E. ICM does not receive compensation in connection with the purchase or sale of
securities.